The recent capital raising by Mesoblast has led to a dilution resulting in a requirement to file a change in substantial holding.

Following is a Form 604 Notice of change of interests of substantial holder dated 15 March 2013 in accordance with section 671B of the Corporations Act 2001 (the Act).

Yours sincerely,

CRAIG A G SMITH

ACIS, CPA

Secretary

Form

604

Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder

To: company

name/scheme

MESOBLAST LIMITED

ABN:

109 431 870

1. Details of substantial holder

Name

Thorney Holdings Pty Ltd (Holdings) and each of the entities listed in the attached Annexure "A" to this notice.

ACN (if applicable)

006 262 835

There was a change in the interests of the substantial holder on

14-Mar-13

The previous notice was given to the company on

24-Dec-10

The previous notice was dated

24-Dec-10

2. Previous and present voting power

The total number of shares votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate had a relevant interest in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of Securities

Previous Notice

Present Notice

Person's votes

Voting power

Person's votes

Voting power

Fully Paid Ordinary Shares

17,342,093

6.83%

17,600,000

5.59%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, relevant interests of the substantial holder or an associate in voting securities of the company or scheme since the substantial holder was last required to give a substantial holding notice to the company are as follows:

Date of Change

Person

whose

relevant

interest

changed

Nature of change

Consideration

given in relation to

Change

Class and number of

securities affected

Person's

votes

affected

12-Jan-11

to

7-Feb-13

TIGA Trading

Pty Ltd

Net market sales

Market prices

774,261 ordinary shares

774,261

16-Nov-11 Holdings

Exercise of unlisted

options

$1.20 per share

277,389 ordinary shares

277,389

28-May-12 Holdings

Exercise of unlisted

options

$3.44 per share

277,389 ordinary shares

277,389

26-Nov-12 Holdings

Exercise of unlisted

options

$3.78 per share

277,390 ordinary shares

277,390

14-Mar-13

TIGA Trading

Pty Ltd

Private placement

$6.30 per share

200,000 ordinary shares

200,000

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest

Registered holder of securities

Person entitled to

be registered as

holder

Nature of relevant interest

Class and number of shares

Person's votes

Holdings

Thorney Holdings Pty

Ltd

Holdings Beneficial

Owner

14,332,168

ordinary shares

14,332,168

TIGA Trading

Pty Ltd

UBS Nominees Pty Ltd

TIGA Trading

Pty Ltd

Beneficial Owner

5,228,398

ordinary shares

5,228,398

Thorney

Investment

Group Australia

Pty Ltd

As above

As above

By virtue of section

608 of the

Corporations Act

2001

17,600,000

ordinary shares

17,600,000

Jamahjo Pty Ltd

5. Changes in association

The persons who have become associates of, ceased to be associates of, or have changed the nature of their association with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name

Nature of association

6. Addresses

The addresses of persons named in this form are as follows:

Name

Address

Thorney Holdings Pty Ltd

Level 39, 55 Collins Street, Melbourne 3000

TIGA Trading Pty Ltd, ACN 118 961 210

Level 39, 55 Collins Street, Melbourne 3000

Thorney Investment Group Australia Pty Ltd ACN 117 488 892

Level 39, 55 Collins Street, Melbourne 3000

Jamahjo Pty Ltd ACN 117 488 696

C/- TWF Partners, Level 4, 25 Claremont Street, South Yarra, 3141

Signature

Print name

CRAIG A G SMITH

ACIS, CPA

Capacity SECRETARY

Sign here

Date: 15 March 2013

ANNEXURE `A'

This is Annexure A referred to in the Form 604 Notice of change of interests of substantial holder signed by me and dated 15 March 2013.